**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**


(Mark
      One)





x
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
      the
      quarterly period ended: March 31, 2006





or





o
            Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934





For
      the
      transition period from ______________ to _______________





Commission
      file number: 001-15035





**ABLE
      ENERGY, INC.**


(An
      exact
      name of registrant as specified in its charter)





**Delaware**
            **22-3520840**(State
                or other jurisdiction of
            (I.R.S.
                employerincorporation
                or organization)
            identification
                No.)








**198
                Green Pond Road**
              **Rockaway,
                NJ**
            **07866**(Address
                of principal executive offices)
            (Zip
                code)





Registrant's
      telephone number, including area code: (973) 625-1012








**Not
      Applicable**


(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that registrant was required
      to
      file such reports), and (2) has been subject to such filing requirements for
      the
      past 90 days.


x Yes o No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer:





Large
      accelerated filer o Accelerated filer o Non-accelerated filer x





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


o Yes x No





As
      of May
      9, 2006, 3,128,923 shares of common stock, $.001 Par value per share, of Able
      Energy, Inc. were issued and outstanding.

















ABLE
      ENERGY, INC. AND SUBSIDIARIES


FORM
      10-Q





For
      the
      Quarter Ended March 31, 2006





INDEX











**Page****Part
                I.**
            **Financial
                Information**Item
                1.
            Financial
                StatementsCondensed
                Consolidated Balance Sheets as of March 31, 2006 (unaudited) and
                June 30,
                2005
            1Condensed
                Consolidated Statements of Operations for the Three and Nine Months
                Ended
                March
              31,
                2006 and 2005 (unaudited).
            2Condensed
                Consolidated Statements of Changes in Stockholders' Equity for the
                Nine
                Months
              Ended
                March 31, 2006 (unaudited)
            3Condensed
                Consolidated Statements of Cash Flows for the Nine Months Ended March
                31,
              2006
                and 2005 (unaudited)
            4Notes
                to Condensed Consolidated Financial Statements (unaudited)
            5Item
                2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations.
            14Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            18Item
                4.
            Controls
                and Procedures
            18**Part
                II**
            **Other
                Information**Item
                1.
            Legal
                Proceedings
            19Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            19Item
                5.
            Other
                Information
            19Item
                6.
            Exhibits
            20**Signatures******
            
            20














**PART
      I.**  **FINANCIAL
      INFORMATION**


**Item
      1.**  **Condensed
      Consolidated Financial Statements**





**ABLE
      ENERGY, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**March
                31,**
            
            **June
                30,****2006**
            
            **2005****ASSETS**
            
            **(unaudited)****Current
                Assets:**Cash
            
            $
            1,605,404
            
            $
            1,754,318Accounts
                receivable, net of allowance for doubtful accounts of approximately
                $472,000and
                $238,000 at March 31, 2006 and June 30, 2005, respectively
            
            
            3,526,628
            
            
            2,876,900Inventories
            
            
            1,021,456
            
            
            726,987Notes
                receivable - current portion
            
            
            276,962
            
            
            282,826Deferred
                income taxes
            
            
            -
            
            
            64,776Notes
                receivable - related parties
            
            
            1,904,457
            
            
            -Prepaid
                expenses and other current assets
            
            
            700,313
            
            
            591,840**Total
                Current Assets**
            
            
            9,035,220
            
            
            6,297,647Property
                and equipment, net
            
            
            4,528,837
            
            
            4,284,147Deferred
                income taxes
            
            
            -
            
            
            45,091Security
                deposits
            
            
            84,918
            
            
            54,918Notes
                receivable - less current portion
            
            
            849,182
            
            
            1,099,435Intangible
                assets, net
            
            
            548,418
            
            
            683,416Deferred
                financing costs, net
            
            
            164,656
            
            
            357,246Prepaid
                acquisition costs
            
            
            311,940
            
            
            -**Total
                Assets**
            
            $
            15,523,171
            
            $
            12,821,900**LIABILITIES
                & STOCKHOLDERS' EQUITY****Current
                Liabilities:**Accounts
                payable and accrued expenses
            
            $
            2,939,705
            
            $
            2,306,626Line
                of credit
            
            
            1,115,741
            
            
            1,015,468Notes
                payable, current portion
            
            
            74,951
            
            
            516,610Capital
                leases payable, current portion
            
            
            316,125
            
            
            321,602Customer
                pre-purchase payments
            
            
            2,086,864
            
            
            2,457,384Unearned
                income
            
            
            228,579
            
            
            79,679**Total
                Current Liabilities**
            
            
            6,761,965
            
            
            6,697,369Convertible
                debentures, net of unamortized discount of $86,078
            
            
            46,422
            
            
            -Deferred
                income taxes
            
            
            -
            
            
            104,517Notes
                payable, less current portion
            
            
            3,195,688
            
            
            3,307,103Capital
                leases payable, less current portion
            
            
            685,250
            
            
            654,796**Total
                Liabilities**
            
            
            10,689,325
            
            
            10,763,785Commitments
                and contingencies**Stockholders'
                Equity:**Preferred
                stock; authorized 10,000,000 shares par value $.001 per share issued
                -
                none
            
            
            -
            
            
            -Common
                stock $.001 par value; 10,000,000 shares authorized; 3,031,920 and
                2,457,320shares
                issued and outstanding at March 31, 2006 and June 30, 2005,
                respectively
            
            
            3,032
            
            
            2,457Additional
                paid-in capital
            
            
            14,224,220
            
            
            6,481,102Accumulated
                deficit
            
            
            (9,188,999
            )
            
            (4,425,444
            )Deferred
                compensation
            
            
            (204,407
            )
            
            -**Total
                Stockholders' Equity**
            
            
            4,833,846
            
            
            2,058,115**Total
                Liabilities and Stockholders' Equity**
            
            $
            15,523,171
            
            $
            12,821,900





See
          accompanying notes to Condensed Consolidated financial statements.
 1





**ABLE
      ENERGY, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


(unaudited)





**Three
                Months Ended**
              **March
                31,**
            
            **Nine
                Months Ended**
              **March
                31,****2006**
            
            **2005**
            
            **2006**
            
            **2005****Net
                sales**
            
            $
            26,265,365
            
            $
            23,668,771
            
            $
            61,736,954
            
            $
            50,878,714**Cost
                of sales**
            
            
            23,810,808
            
            
            20,923,233
            
            
            56,332,818
            
            
            45,730,958**Gross
                profit**
            
            
            2,454,557
            
            
            2,745,538
            
            
            5,404,136
            
            
            5,147,756**Operating
                Expenses:**Selling,
                general and administrative
            
            
            2,611,873
            
            
            1,827,711
            
            
            6,242,669
            
            
            4,371,637Depreciation
                and amortization
            
            
            321,192
            
            
            286,845
            
            
            974,457
            
            
            890,775**Total
                operating expenses**
            
            
            2,933,065
            
            
            2,114,556
            
            
            7,217,126
            
            
            5,262,412**(Loss)
                income from operations**
            
            
            (478,508
            )
            
            630,982
            
            
            (1,812,990
            )
            
            (114,656
            )**Other
                income (expenses):**Interest
                and other income
            
            
            25,497
            
            
            61,219
            
            
            113,688
            
            
            164,697Interest
                expense
            
            
            (139,620
            )
            
            (97,240
            )
            
            (525,331
            )
            
            (264,118
            )Note
                conversion expense
            
            
            -
            
            
            -
            
            
            (125,000
            )
            
            -Amortization
                of discounts on debt
            
            
            (928,385
            )
            
            -
            
            
            (2,413,922
            )
            
            -**Total
                other expenses**
            
            
            (1,042,508
            )
            
            (36,021
            )
            
            (2,950,565
            )
            
            (99,421
            )**(Loss)
                income before provision for income taxes**
            
            
            (1,521,016
            )
            
            594,961
            
            
            (4,763,555
            )
            
            (214,077
            )**Provision
                for income taxes**
            
            
            -
            
            
            25,500
            
            
            -
            
            
            35,480**Net
                (Loss) Income**
            
            $
            (1,521,016
            )
            $
            569,461
            
            $
            (4,763,555
            )
            $
            (249,557
            )**Basic
                per common share:**
              **Weighted
                average common shares outstanding**
            
            
            2,939,379
            
            
            2,030,281
            
            
            2,700,748
            
            
            2,030,281**Basic
                (loss) income per common share**
            
            $
            (.52
            )
            $
            .28
            
            $
            (1.76
            )
            $
            (.12
            )








**Diluted
                per common share:**
              **Weighted
                average shares outstanding**
            
            
            2,939,379
            
            
            2,052,481
            
            
            2,700,748
            
            
            2,030,281**Diluted
                (loss) income per common share**
            
            $
            (.52
            )
            $
            .28
            
            $
            (1.76
            )
            $
            (.12
            )








See
          accompanying notes to Condensed Consolidated financial statements.
 2








**ABLE
      ENERGY, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY**


**For
      The Nine Months Ended March 31, 2006**


(unaudited)















**Total****Common
                Stock**
            
            **Additional
                Paid**
            
            **Accumulated**
            
            **Deferred**
            
            **Stockholders'****Shares**
            
            **Amount**
            
            **-In
                Capital**
            
            **Deficit**
            
            **Compensation**
            
            **Equity**Balance
                - July 1, 2005
            
            
            2,457,320
            
            $
            2,457
            
            $
            6,481,102
            
            $
            (4,425,444
            )
            $
            -
            
            $
            2,058,115Discounts
                on convertibledebentures
            
            
            -
            
            
            -
            
            
            2,500,000
            
            
            -
            
            
            -
            
            
            2,500,000Option
                and warrant exercises
            
            
            288,000
            
            
            288
            
            
            1,727,712
            
            
            -
            
            
            -
            
            
            1,728,000Note
                conversion
            
            
            57,604
            
            
            58
            
            
            624,942
            
            
            -
            
            
            -
            
            
            625,000Conversion
                of convertibledebentures
                and relatedaccrued
                interest
            
            
            371,856
            
            
            372
            
            
            2,416,691
            
            
            -
            
            
            -
            
            
            2,417,063Shares
                cancelled in connectionwith
                termination ofconsulting
                agreement
            
            
            (142,860
            )
            
            (143
            )
            
            (71,286
            )
            
            -
            
            
            -
            
            
            (71,429
            )Options
                granted to boardmembers
            
            
            -
            
            
            -
            
            
            175,593
            
            
            -
            
            
            (175,593
            )
            
            -Options
                granted in connection with
                consulting agreements
            
            
            -
            
            
            -
            
            
            369,466
            
            
            -
            
            
            (369,466
            )
            
            -Amortization
                of deferredcompensation
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            340,652
            
            
            340,652Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,763,555
            )
            
            -
            
            
            (4,763,555
            )Balance
                - March 31, 2006
            
            
            3,031,920
            
            $
            3,032
            
            $
            14,224,220
            
            $
            (9,188,999
            )
            $
            (204,407
            )
            $
            4,833,846




















See
          accompanying notes to Condensed Consolidated financial statements.
 3


**ABLE
      ENERGY, INC. AND SUBSIDIARIES**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOW**


(unaudited)








**For
                the Nine Months Ended****March
                31,****2006**
            
            **2005****Cash
                flow from operating activities:**
            
            ****
            
            ****Net
                loss
            
            $
            (4,763,555
            )
            $
            (249,557
            )Adjustments
                to reconcile net loss to net cashused in operating activities:Depreciation
                and amortization
            
            
            974,457
            
            
            890,775(Gain)
                loss on disposal of equipment
            
            
            (5,000
            )
            
            35,722Provision
                for loss on accounts receivable
            
            
            250,750
            
            
            -Note
                conversion expense
            
            
            125,000
            
            
            -Amortization
                of discount on convertible debentures
            
            
            2,413,922
            
            
            -Amortization
                of non-employee deferred stock compensation
            
            
            340,652
            
            
            3,247(Increase)
                decrease in:Accounts
                receivable
            
            
            (900,478
            )
            
            (1,440,781
            )Inventories
            
            
            (294,469
            )
            
            (343,823
            )Prepaid
                expenses and other current assets
            
            
            (174,552
            )
            
            189,180Increase
                (decrease) in:Accounts
                payable and accrued expenses
            
            
            682,642
            
            
            694,767Customer
                pre-purchase payments
            
            
            (370,520
            )
            
            (1,170,139
            )Unearned
                revenue
            
            
            148,900
            
            
            (2,333
            )**Net
                cash used in operating activities**
            
            
            (1,572,251
            )
            
            (1,392,942
            )**Cash
                flow from investing activities:**Advances
                to related parties
            
            
            (1,904,457
            )
            
            -Collection
                of notes receivable
            
            
            256,117
            
            
            243,386Capital
                expenditures
            
            
            (431,045
            )
            
            (903,069
            )Proceeds
                from sale of property and equipment
            
            
            5,000
            
            
            229,814Prepaid
                acquisition costs
            
            
            (311,940
            )
            
            -Other
            
            
            (30,000
            )
            
            (12,896
            )**Net
                cash used in investing activities**
            
            
            (2,416,325
            )
            
            (442,765
            )**Cash
                Flow From Financing Activities**Proceeds
                from issuance of convertible debentures
            
            
            2,500,000
            
            
            -Deferred
                financing costs
            
            
            (217,175
            )
            
            -Net
                borrowings under line of credit
            
            
            100,273
            
            
            50,389Payments
                on capital leases payable
            
            
            (218,362
            )
            
            (225,000
            )Proceeds
                from notes payable
            
            
            -
            
            
            500,000Repayments
                of notes payable
            
            
            (53,074
            )
            
            --Proceeds
                from option and warrant exercises
            
            
            1,728,000
            
            
            463,600**Net
                cash provided by financing activities**
            
            
            3,839,662
            
            
            788,989**Net
                Decrease In Cash**
            
            
            (148,914
            )
            
            (1,046,718
            )Cash
                - Beginning of Year
            
            
            1,754,318
            
            
            1,309,848Cash
                - End of Period
            
            $
            1,605,404
            
            $
            263,130Cash
                paid during the period for interest
            
            $
            406,918
            
            $
            246,176Cash
                paid during the period for income taxes
            
            $
            -
            
            $
            16,649





See
          accompanying notes to Condensed Consolidated financial statements.
 4


**ABLE
      ENERGY, INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**





**Note
      1 - Basis of Presentation and Liquidity and Capital
      Resources**


Basis
      of Presentation


The
      accompanying unaudited condensed consolidated financial statements of Able
      Energy, Inc. and Subsidiaries (the "Company") have been prepared in accordance
      with United States generally accepted accounting principles applicable for
      interim financial information. Accordingly, these financial statements do not
      include all of the information and footnotes required by United States generally
      accepted accounting principles. In the opinion of management, all adjustments
      (consisting of normal recurring accruals) considered necessary for a fair
      presentation have been included. Operating results for the three and nine months
      ended March 31, 2006 are not necessarily indicative of the results that may
      be
      expected for the year ending June 30, 2006. These Condensed Consolidated
      financial statements include the accounts of Able Energy, Inc. and its wholly
      owned subsidiaries (Able Oil Company, Able Oil Melbourne, Inc., Able Energy
      New
      York, Inc., Able Energy Terminal LLC and PriceEnergy Franchising L.L.C.) and
      majority owned (70.6%) subsidiary (PriceEnergy.com, Inc.). These Condensed
      Consolidated financial statements should be read in conjunction with the
      financial statements and footnotes thereto included in the Company's Annual
      Report on Form 10-K filed on September 28, 2005 for the year ended June 30,
      2005.





Liquidity
      and Capital Resources


During
      the nine months ended March 31, 2006, the Company incurred a net loss of
      approximately $4.8 million, used cash in operating activities of approximately
      $1.6 million and obtained cash of $2.5 million from the proceeds of convertible
      debentures and approximately $1.7 million in proceeds from option and warrant
      exercises.




In
      order
      to conserve its capital resources, the Company will continue to issue, from
      time
      to time, common stock and stock options to compensate employees and
      non-employees for services rendered.  In addition, the Company is focusing
      on expanding its distribution programs and new customer relationships to
      increase demand for its products.




Given
      the
      Company’s March 31, 2006 cash balance of approximately $1.6 million and
      forecasted cash requirements, the Company anticipates that its existing capital
      resources, funds generated from operations and funds expected to be received
      from note receivable payments from related parties will be sufficient to satisfy
      its cash requirements through at least March 31, 2007.  Should sales be
      less than forecasted or expenses higher than anticipated, the Company may need
      to seek alternative sources of funds through the issuance of debt or equity
      financing or other alternatives including considering reductions in operating
      expenses.





**Note
      2 - Summary of Significant Accounting Policies**


Revenue
      Recognition


Sales
      of
      fuel and heating equipment are recognized at the time of delivery to the
      customer, and sales of equipment are recognized at the time of installation.
      Revenue from repairs and maintenance service is recognized upon completion
      of
      the service. Payments received from customers for heating equipment service
      contracts are deferred and amortized into income over the term of the respective
      service contracts, on a straight-line basis, which generally do not exceed
      one
      year.





Reclassifications


Certain
      reclassifications have been made to prior period’s condensed consolidated
      financial statements in order to conform to the current period
      presentation.





**Note
      3 - Earnings (Loss) per Share**


Basic
      net
      income or loss per share is computed based on the weighted average number of
      common shares outstanding during the period. Diluted net income or loss per
      share is computed based on the weighted average number of common shares
      outstanding during the period plus dilutive securities outstanding such as
      stock
      options, warrants or convertible instruments. Potentially dilutive options
      and
      warrants to purchase 154,000 and 5,354,309 shares of the common stock were
      outstanding for the three and nine months ending March 31, 2006, respectively,
      and potentially dilutive debentures convertible into 20,385 shares of common
      stock were also outstanding for the three and nine months ended March 31, 2006
      but were not included in the computation of diluted loss per share because
      the
      effect of their inclusion would have been anti-dilutive.










5











The
      following table sets forth the components of basic and diluted (loss) earnings
      per share for the three and nine months ended March 31, 2006 and 2005,
      respectively:




**Three
                Months Ended**
            
            **Nine
                Months Ended****March
                31,**
              **2006**
            
            **March
                31,**
              **2005**
            
            **March
                31,**
              **2006**
            
            **March
                31,2005**(unaudited)
            
            (unaudited)
            
            (unaudited)
            
            (unaudited)Net
                (loss) income
            
            $
            (1,521,016
            )
            $
            569,461
            
            $
            (4,763,555
            )
            $
            (249,577
            )Weighted
                average common shares outstanding - basic
            
            
            2,939,379
            
            
            2,030,281
            
            
            2,700,748
            
            
            2,030,281Dilutive
                effect of stock options and warrants
            
            
            -
            
            
            22,200
            
            
            -
            
            
            -Diluted
                common shares outstanding
            
            
            2,939,379
            
            
            2,052,481
            
            
            2,700,748
            
            
            2,030,281(Loss)
                income per common share:Basic
            
            $
            (.52
            )
            $
            .28
            
            $
            (1.76
            )
            $
            (.12
            )Diluted
            
            $
            (.52
            )
            $
            .28
            
            $
            (1.76
            )
            $
            (.12
            )





**Note
      4 - Inventories**


Inventories
      consisted of the following at March 31, 2006:





Liquid
                fuel
            
            $
            277,514Parts,
                supplies and equipment
            
            
            743,942Total
            
            $
            1,021,456





**Note
      5 - Notes Receivable**


On
      March
      1, 2004, the Company entered into two notes receivable totaling $1.4 million
      related to the sale of its subsidiary, Able Propane LLC. The notes are secured
      by substantially all the assets of Able Propane LLC. The outstanding balance
      bears interest at a rate of 6% per annum. Principal is payable in annual
      installments with interest being paid in quarterly installments through their
      maturity date of March 1, 2008. The balance outstanding of these two notes
      as of
      March 31, 2006 was $950,000.





The
      Company has a note from Able Montgomery, Inc. and Andrew Schmidt (the owner
      of
      Able Montgomery, Inc.) related to the sale of Able Montgomery, Inc. and certain
      assets to Mr. Schmidt. The note was dated June 15, 2000 for $170,000. The note
      bears interest at 9.5% per annum and payments commenced October 1, 2000. No
      payments of principal or interest have been received for more than 36 months.
      The note is secured by stock of Able Montgomery, Inc. and a personal guarantee
      of Andrew Schmidt. The Company believes the value of the collateral will cover
      the amount due if foreclosure is required. The balance outstanding on this
      note
      at March 31, 2006 was approximately $169,000.





The
      Company has a note receivable related to the sale of oil delivery trucks to
      an
      independent driver. This independent driver also delivers oil for the Company.
      The note bears interest at the rate of 9% per annum. This note was issued in
      January 2004 and is payable in eight monthly installments each year during
      the
      period from September through April, through April 2007, the oil delivery
      season. The balance on this note at March 31, 2006 was approximately
      $7,000.





Maturities
      of the notes receivable at March 31, 2006 are as follows:









For
                the Year
              Ending
                March 31,
            
            PrincipalAmount2007
            
            $
            276,9622008
            
            
            769,5192009
            
            
            44,5192010
            
            
            35,144Total
            
            $
            1,126,144





6








**Note
      6 - Property and Equipment**


Property
      and equipment was comprised of the following at March 31, 2006:





Land
            
            $
            479,346Buildings
            
            
            1,340,438Trucks
            
            
            3,826,414Fuel
                tanks
            
            
            839,064Machinery
                and equipment
            
            
            1,006,502Leasehold
                improvements
            
            
            614,875Cylinders
            
            
            375,421Office
                furniture and equipment
            
            
            212,8568,694,916Less:
                accumulated depreciation and
              amortization
            
            
            (4,166,079
            )Property
                and equipment, net
            
            $
            4,528,837





At
      March
      31, 2006, the equipment under the capital leases had a net book value of
      approximately $1,019,000.





Depreciation
      and amortization expense of property and equipment was $139,835 and $164,209
      for
      the three months ended March 31, 2006 and 2005, respectively. Depreciation
      and
      amortization expense of property and equipment was $420,096 and $521,730 for
      the
      nine months ended March 31, 2006 and 2005, respectively





**Note
      7 - Intangible Assets**


Intangible
      assets was comprised of the following at March 31, 2006:





Website
                development costs
            
            $
            2,400,187Customer
                list
            
            
            610,850Non-compete
            
            
            100,0003,111,037Less:
                accumulated amortization
            
            
            (2,562,619
            )Intangible
                assets, net
            
            $
            548,418





Amortization
      expense for intangible assets was $12,293 and $120,823 for the three months
      ended March 31, 2006 and 2005, respectively. Amortization expense for intangible
      assets was $144,596 and $363,607 for the nine months ended March 31, 2006 and
      2005, respectively.





**Note
      8 - Line Of Credit**


On
      May
      13, 2005, the Company entered into a $1,750,000 line-of-credit agreement with
      Entrepreneur Growth Capital, LLC. The loan is secured by accounts receivable,
      inventory and certain other assets as defined in the agreement. The line carries
      interest at Citibank's prime rate, plus 4% per annum (11.25% at March 31, 2006)
      not to exceed 24% with a minimum interest of $11,000 per month. The line also
      requires an annual facility fee of 2% of the total available facility limit
      and
      monthly collateral management fees equal to .025%. The outstanding balance
      fluctuates over time. The balance due as of March 31, 2006 is $1,115,741 and
      approximately $364,000 was available under this credit line.





**Note
      9 - Notes Payable**


On
      May
      13, 2005, the Company entered into a term loan with Northfield Savings Bank
      for
      $3,250,000. Principal and interest are payable in monthly installments of
      approximately $21,400 which commenced July 1, 2005. The initial interest rate
      is
      6.25% per annum on the unpaid principal balance for the first five years, to
      be
      reset every fifth anniversary date at 3% over the five year treasury rate,
      but
      not lower than the initial rate; at that time the monthly payment will be reset.
      At the maturity date of June 1, 2030, all remaining amounts are due. The balance
      outstanding on this note at March 31, 2006 was approximately
      $3,209,000.





The
      note
      is secured by Company-owned real property located in Rockaway, New Jersey and
      an
      assignment of leases and rents at such location. The interest rate on default
      is
      4% per annum above the interest rate then in effect.





On
      August
      27, 1999, the Company entered into a note related to the purchase of equipment
      and facilities from B & B Fuels Inc. The total principal of the note
      originally was $145,000. The note is payable in the monthly amount of principal
      and interest of $1,721 with an interest rate of 7.5% per year through August
      27,
      2009. The note is secured by a mortgage granted by Able Energy New York, Inc.
      on
      properties at 2 and 4 Green Terrace and 4 Horicon Avenue, Town of Warrensburg,
      Warren County, New York. The balance due on this note at March 31, 2006 was
      approximately $62,000.


7








Maturities
      of the notes payable as of March 31, 2006 are as follows:




For
                  the Year
              Ending
                March 31,
            
            
            Principal
              Amount2007
            
            $
            74,9512008
            
            
            85,3482009
            
            
            80,0192010
            
            
            78,8452011
            
            
            74,927Thereafter
            
            
            2,876,549Total
            
            $
            3,270,639





**Note
      10 - Capital Leases Payable**


The
      Company has entered into various capital leases for equipment expiring through
      December 2010, with aggregate monthly payments of approximately $33,000. During
      the nine months ended March 31, 2006, the Company purchased equipment under
      3
      capital leases of approximately $243,000.





The
      following is a schedule by years of future minimum lease payments under capital
      leases together with the present value of the net minimum lease payments as
      of
      March 31, 2006:









For
                  the Year
              Ending
                March 31,
            
            
            Amount2007
            
            $
            385,7552008
            
            
            322,8952009
            
            
            276,7272010
            
            
            120,7412011
            
            
            39,191Total
                minimum lease payments
            
            
            1,145,309Less
                amount representing interest
            
            
            (143,934
            )Present
                value of net minimum lease payments
            
            
            1,001,375Less
                current maturities
            
            
            316,125Long-term
                maturities
            
            $
            685,250








**Note
      11 - Convertible Debentures**


On
      July
      12, 2005, the Company consummated a financing in the amount of $2.5 million.
      Under such financing, the Company sold debentures evidenced by a Variable Rate
      Convertible Debenture (the "Convertible Debentures"). The Convertible Debentures
      had a term of two years from the date of issuance, amended November 18, 2005
      to
      25 months, subject to the occurrence of an event of default, with interest
      payable at the rate per annum equal to LIBOR for the applicable interest period,
      plus 4% payable on a quarterly basis. The Convertible Debentures may be
      converted at the option of the holders into shares of the Company’s common stock
      at a conversion price of $6.50 per share. In addition, the purchasers received
      five-year warrants to purchase 192,308 shares of common stock at an exercise
      price of $7.15 per share. The Company has an optional redemption right (which
      right shall be mandatory upon the occurrence of an event of default) to
      repurchase all of the Convertible Debentures for 125% of the face amount of
      the
      Convertible Debentures plus all accrued and outstanding interest, as well as
      a
      right to repurchase all of the Convertible Debentures in the event of the
      consummation of a new financing in which the Company sells securities at a
      purchase price that is below the $6.50 conversion price. Closing expenses
      related to this transaction totaled $315,000, including a $250,000 broker fee
      and $65,000 in various legal expenses.





The
      Company allocated the proceeds from the issuance of the Convertible Debentures
      and warrants based on their respective fair values and included $900,000 in
      additional paid-in capital related to the warrants. In addition, the conversion
      feature of the Convertible Debentures is characterized as a "beneficial
      conversion feature." Pursuant to Emerging Issues Task Force Issue No. 00-27,
      the
      Company has determined that the value of the beneficial conversion feature
      is
      $1,600,000. Accordingly, the Company has discounted the balance of the
      Convertible Debentures as of the date of issuance and included $1,600,000 in
      additional paid-in capital. The beneficial conversion feature is amortized
      from
      the date of issuance to the stated redemption date of July 12, 2007, of which
      $928,385 and $2,413,922 was amortized to expense during the three and nine
      months ended March 31, 2006, respectively.





During
      the three and nine months ended March 31, 2006, debentures totaling $1,190,000
      and $2,367,500 in principal amount, respectively, plus accrued interest totaling
      $3,648 and $49,563, respectively, were converted into 183,638 and 371,856 shares
      of the Company’s common stock, respectively. The amortization of discounts on
      debt in connection with the conversions was $877,091 and $1,780,755 for the
      three and nine months ended March 31, 2006, respectively .







8




The
      Company also originally granted to the purchasers who acquired the Convertible
      Debentures an additional investment right, for a period of eighteen months
      from
      the date the resale prospectus was declared effective, to purchase units
      consisting of convertible debentures in the aggregate amount of up to
      $15,000,000 (the "Additional Debentures") and common stock purchase warrants
      equal to 50% of the face amount of such Additional Debentures (the "Additional
      Warrants"). The rights of the Company and the purchasers relating to the
      Additional Debentures and Additional Warrants were eliminated as of November
      16,
      2005, and the purchase agreement was amended to issue the purchasers a series
      of
      warrants (the "New Warrants") with an exercise price of $7.50 per share. In
      the
      aggregate, the New Warrants permit the holders to acquire up to 5.25 million
      shares of the Company's common stock upon proper exercise. Notwithstanding
      the
      foregoing, until the required stockholder approvals are obtained, the purchasers
      have agreed not to convert any Debentures or exercise any Additional Warrants
      or
      New Warrants which in the aggregate would involve the issuance of a number
      of
      shares that would exceed 19.999% of the total number of shares of the Company's
      common stock outstanding on the trading day prior to the date of the purchase
      agreement.





**Note
      12 - Deferred Compensation**


During
      December 2005, the Company entered into a consulting agreement, which included
      the issuance of options to purchase 25,000 shares of the Company’s common stock
      at an exercise price of $8.09, the market price on the date of the agreement
      (December 15, 2005). The Company recorded these options as deferred compensation
      at a fair value of $174,430 using the Black-Scholes option-pricing model. The
      fair value of these options are being amortized over the 2-year life of the
      consulting agreement. The related assumptions used to develop the estimates
      are
      as follows:





Risk-free
                interest rate
            3.8%Expected
                volatility
            92.7%Dividend
                yield
            -Expected
                life
            10
                years





During
      February 2006, the Company issued options to the outside members of its board
      of
      directors to purchase an aggregate of 24,000 shares of the Company’s common
      stock at an exercise price of $8.32, the market price on the day of grant
      (February 23, 2006). The Company recorded these options as deferred compensation
      at a fair value of $175,593 using the Black-Scholes option-pricing model. The
      fair value of these options are being amortized over the board members term
      through June 2006.





Effective
      during March 2006, in connection with a consulting arrangement, the Company
      granted options to Timothy Harrington, the former CEO of the Company, to
      purchase an aggregate of 75,000 shares of the Company’s common stock at an
      exercise price of $7.13, the market price on the effective date of the grant
      (March 10, 2006). The Company recorded these options (which were fully vested
      upon being granted) as compensation expense as of the effective date of the
      grant at the fair value of $195,036 using the Black-Scholes option-pricing
      model. The fair value of these options were expensed as of the effective date
      of
      the grant.





The
      related assumptions used to develop the estimates are as follows:





Risk-free
                interest rate
            4.25%Expected
                volatility
            91.0%Dividend
                yield
            -Expected
                life
            1
                -
                10 years








**Note
      13- Commitments And Contingencies**


Purchase
      Commitments


The
      Company is obligated to purchase number 2 oil under various contracts with
      its
      suppliers, all of which are expected to be fulfilled with no adverse
      consequences material to the Company’s operations or financial condition. As of
      March 31, 2006, total open commitments under these contracts, through April
      2006
      are approximately $751,000.





Employment
      agreements


On
      October 12, 2005, the Company entered into a one-year employment agreement
      with
      Gregory Frost, the Company’s CEO. Pursuant to the agreement, he will be paid an
      annual salary $250,000 and will be eligible for an annual bonus and stock option
      grants which will be separately determined by the Compensation Committee of
      the
      Board of Directors. The agreement also allows for a one-year automatic renewal
      unless notice of non-renewal is given.





On
      July
      1, 2004, the Company entered into a three-year employment agreement with
      Christopher Westad, the Company’s President. Pursuant to the agreement, he will
      be paid an annual salary $141,600 and will be eligible for an annual bonus
      and
      stock option grants which will be separately determined by the Compensation
      Committee of the Board of Directors .







9




On
      July
      1, 2004, the Company entered into a three-year employment agreement with John
      Vrabel, the President of PriceEnergy.com, Inc. Pursuant to the agreement, he
      will be paid an annual salary $141,600 and will be eligible for an annual bonus
      and stock option grants which will be separately determined by the Compensation
      Committee of the Board of Directors.





Litigation


The
      Company is subject to laws and regulations relating to the protection of the
      environment. While it is not possible to quantify with certainty the potential
      impact of actions regarding environmental matters, in the opinion of management,
      compliance with the present environmental protection laws will not have a
      material adverse effect on the financial condition, competitive position, or
      capital expenditures of the Company.





Related
      to its 1999 purchase of the property on Route 46, Rockaway, New Jersey, the
      Company settled a lawsuit with a former tenant of the property and received
      a
      lump sum settlement of $397,500. This sum was placed in an attorney’s escrow
      account for payment of all environmental remediation costs. Able Energy
      Terminal, LLC has paid costs of $102,956 through March 31, 2006, which are
      included in prepaid expenses and must be presented to the attorney for
      reimbursement. The environmental remediation is currently in progress on this
      property with the majority of the remediation is to be completed within this
      calendar year.





Following
      an explosion and fire that occurred at the Company's Facility in Newton, NJ
      on
      March 14, 2003, and through the subsequent clean up efforts, the Company has
      cooperated fully with all local, state and federal agencies in their
      investigations into the cause of this accident.





All
      violation charges with the New Jersey Department of Community Affairs and OSHA
      have been previously settled.





The
      Sussex County, New Jersey, Prosecutor's Office conducted an investigation as
      a
      result of the March 14, 2003 explosion and fire. At a hearing on July 27, 2005,
      the Company entered a guilty plea to one count of negligently damaging property,
      a fourth degree offense, and paid a $20,000 fine. The Company’s guilty plea
      cannot be used against it in any civil action. In addition, the Company’s
      President, former CEO and a propane delivery driver entered into a pre-trial
      intervention agreement, conditioned upon 250 hours of community service over
      a
      two-year period.





A
      lawsuit
      (known as Hicks vs. Able Energy, Inc.) has been filed against the Company by
      residents who allegedly suffered property damages as a result of the March
      14,
      2003 explosion and fire. The Company's insurance carrier is defending the
      Company as it related to compensatory damages. The Company has retained separate
      legal counsel to defend the Company against the punitive damage claim. On June
      13, 2005, the Court granted a motion certifying a plaintiff class action which
      is defined as "All Persons and Entities that on and after March 14, 2003,
      residing within a 1,000 yard radius of Able Oil Company's fuel depot facility
      and were damaged as a result of the March 14, 2003 explosion". The class
      certification is limited to economic loss and specifically excludes claims
      for
      personal injury from the Class Certification. The Company believes that the
      Class Claims for compensatory damages is within the available limits of its
      insurance.





After
      the
      March 14, 2003, fire and explosion, the town of Newton changed its zoning
      requirements and made fuel oil and propane distribution prohibited uses. The
      Company appealed a denial of a request for building permits to reconstruct
      damaged and destroyed buildings and sought a Non-Conforming Use Certificate
      to
      permit the fuel oil distribution use only. On August 20, 2004, the Superior
      Court of New Jersey ruled that the Company may continue to use the site as
      a
      non-conforming use, but stayed its decision subject to Newton's appellate
      rights. The decision was upheld in May 2005 by the court upon the appeal of
      the
      Town of Newton. The Company is planning to use the property in the manner
      approved by the decision.





In
      addition to the class action, seven property owners, who were unable to reach
      satisfactory settlements with the Company’s insurance carrier, have filed
      lawsuits for alleged property damages suffered as a result of the March 14,
      2003
      explosion and fire. Also, the Company's insurance carrier is defending the
      Company as it related to the property damage claims. Punitive damage claims
      are
      being defended by the Company’s separate counsel. The Company believes that
      compensatory damage claims are within the available limits of insurance and
      reserves for losses have been established, as deemed appropriate, by the
      insurance carrier. There was a total of 227 claims filed against the Company
      for
      property damages and 220 claims have been settled by the Company’s insurance
      carrier resulting in the remaining seven lawsuits as described in this
      paragraph.





The
      Company in the normal course of business has been involved in lawsuits. Current
      suits are being defended by the insurance carrier and should be covered by
      insurance and legal counsel is defending on punitive damage claims as noted
      above. The Company believes that the outcome of the above mentioned legal
      matters will not have a material effect on the Company’s condensed consolidated
      financial statements.


10








**Note
      14 - Related Party Transactions**


The
      following officers of this Company own stock in the subsidiary, PriceEnergy.Com,
      Inc., which they incorporated in November 1999:





Former
                Chief Executive Officer
            23.5%President
            3.6%Chief
                Operating Officer
            2.3%





No
      capital contributions have been made by these officers.





The
      Company entered into a consulting agreement with its former Chief Executive
      Officer ("CEO") on February 16, 2005. The agreement is for two years and
      provides for annual fees of $60,000 to be paid in monthly installments. In
      addition, the former CEO received options, which were fully vested upon grant,
      to purchase 100,000 shares of the Company's common stock at $4.00 per share.
      The
      options were exercised on July 7, 2005. The former CEO was paid $15,000 and
      $45,000 related to this agreement during the three and nine months ended March
      31, 2006, respectively.





On
      February 22, 2005, the Company borrowed the sum of $500,000 from Able Income
      Fund, LLC ("Able Income"). The loan was evidenced by a promissory note (the
      "Note") issued by the Company to the order of Able Income in the principal
      amount of $500,000 bearing interest at the rate of 14% per annum payable
      interest only in the amount of $5,833 per month with the principal balance
      and
      any accrued unpaid interest due and payable on May 22, 2005. The Note was
      secured by a mortgage on property located in Warrensburg Industrial Park,
      Warrensburg, New York, owned by Able Energy New York, Inc. One of the owners
      of
      Able Income is Timothy Harrington. The maturity date of the Note was extended
      to
      August 22, 2005. Able Income agreed to surrender the Note as of September 30,
      2005, in exchange for 57,604 shares of the Company's common stock. The number
      of
      shares exchanged was determined by dividing the principal balance of the Note,
      together with all accrued and unpaid interest thereon as of September 30, 2005,
      by $8.68, representing a 20% discount off the average closing price of the
      Company's stock as listed on the Nasdaq SmallCap Market for the period from
      October 3, 2005 through October 14, 2005. Note conversion expense of $125,000
      was recorded during the nine months ended March 31, 2006 related to this
      transaction. Interest expense related to the note payable paid to Able Income
      during the three and nine months period ended March 31, 2006 was approximately
      $0 and $35,000.





The
      Company entered into an Asset Purchase Agreement in June 2005 ("Purchase
      Agreement") with all of the stockholders (the "Sellers") of All American Plazas,
      Inc. ("All American") to purchase substantially all of the business assets
      of
      All American. The transaction is expected to be consummated during the fourth
      quarter of fiscal 2006, upon receipt of the required approval by our
      stockholders. All American currently owns approximately 32% of the Company's
      outstanding shares. The Company's CEO, Chairman and General Counsel, Gregory
      D.
      Frost, formerly served as a director and the General Counsel of All American
      until his resignation on March 31, 2005, and the Company's Vice President
      Business Development, Frank Nocito, is Vice President of All American. In
      addition, one of the Company's directors, Stephen Chalk, performs certain paid
      consulting services in the area of real estate development for All American.
      At
      the closing, the Company will deliver to the Sellers 11,666,667 shares of the
      Company’s restricted common stock, par value $.001 per share, at $3.00 per share
      for an aggregate purchase price of $35,000,000.





All
      American consummated a financing that, if the acquisition of All American is
      consummated, will impact the Company. Pursuant to the terms of the Purchase
      Agreement dated June 1, 2005 (the "Agreement") between All American and certain
      purchasers, the purchasers loaned All American an aggregate of $5,000,000,
      evidenced by Secured Debentures also dated June 1, 2005 (the "Debentures").
      It
      is currently contemplated that if the Able/All American transaction is
      consummated, the stockholders of All American will escrow a sufficient number
      of
      shares to satisfy the conversion of the $5,000,000 in outstanding Debentures
      in
      full. Pursuant to the terms of the Purchase Agreement dated January 20, 2006
      (the "Agreement") between All American and certain purchasers, the purchasers
      loaned All American an aggregate of $2,500,000, evidenced by Secured Debentures
      also dated January 20, 2006 (the "Debentures"). It is currently contemplated
      that if the Able/All American transaction is consummated, the shareholders
      of
      All American will escrow a sufficient number of shares to satisfy the exchange
      of the $2,500,000 in outstanding Debentures for convertible debentures to
      purchase our common stock at $3.00 per share, 50% warrant coverage at $3.75
      exercise price and certain additional pro rata investment rights.





If
      the
      Company consummates the acquisition of All American, upon such consummation,
      the
      Company will assume the obligations of All American under the Agreement, the
      Debentures and the Additional Investment Rights Agreement through the execution
      of a Securities Assumption, Amendment and Issuance Agreement, Registration
      Rights Agreement, Common Stock Purchase Warrant Agreement and Variable Rate
      Secured Convertible Debenture Agreement, each between the Purchasers and the
      Company.





On
      July
      27, 2005, as amended and restated on May 11, 2006, the Company made a loan
      in
      the amount of $1,730,000 to All American Plazas, Inc. ("All American"), and
      All
      American executed and delivered a promissory note for the full amount of the
      loan in favor of the Company. Under the terms of the promissory note, the
      outstanding principal of the loan bears interest at the rate of Libor plus
      4%
      per annum. All payments of principal and accrued interest are payable in full
      by
      July 11, 2006. However, All American has the right to extend the repayment
      of
      principal and interest for thirty days upon written request. The promissory
      note
      is secured by certain real estate of All American and a lien on 1,000,000 shares
      of the Company's common stock held by All American. These shares have a
      pre-existing lien held by the Company's former Chief Executive Officer.


11








In
      connection with two loans entered into by the Company in May 2005 (see Notes
      8
      and 9), fees in the amount of $167,500 were paid to Unison Capital Corporation
      (“Unison”), a company owned by an officer of the Company. This individual also
      has a related party interest to All American. Subsequent to the payments being
      made and based on discussions with Unison it was determined the $167,500 was
      an
      inappropriate payment to a related party and Unison has agreed to reimburse
      this
      amount to the Company. On October 3, 2005, The Company entered into a note
      agreement with Unison whereby Unison will repay the balance plus interest at
      6%
      per year. Interest is due in monthly installments with the principal being
      due
      in full on September 29, 2006.





During
      the three and nine months ended March 31, 2006, the Company paid consulting
      fees
      amounting to approximately $10,000 and $54,000, respectively, to a company
      owned
      by a member of the Company’s board of directors. At March 31, 2006, there were
      no consulting fees payable to this related party.





**Note
      15 - Product Information**


The
      Company sells several types of products and provides services. Following are
      sales by product groups and services:





**Three
                Months Ended**
            
            **Nine
                Months Ended****March
                31,**
            
            **March
                31,****2006**
            
            
            **2005**
            
            **2006**
            
            **2005**Number
                2 heating oil
            $
            19,989,072
            
            $
            18,196,703
            
            $
            41,219,943
            
            $
            33,736,651Gasoline,
                Diesel Fuel, Kerosene,
              Propane
                and Lubricants
            
            5,517,943
            
            
            4,714,157
            
            
            18,150,057
            
            
            14,591,053Equipment
                Sales, Services and
              Installation
            
            758,350
            
            
            757,911
            
            
            2,366,954
            
            
            2,551,010Net
                Sales
            $
            26,265,365
            
            $
            23,668,771
            
            $
            61,736,954
            
            $
            50,878,714





**Note
      16 - Recently Issued Accounting Pronouncements**


***Share-Based
      Payment***


In
      December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
      is
      a revision of SFAS No. 123, "Accounting for Stock-Based Compensation." Statement
      123(R) supersedes Accounting Principles Board Opinion ("APB") No. 25,
      "Accounting for Stock Issued to Employees," and amends SFAS No. 95, "Statement
      of Cash Flows." Generally, the approach in Statement 123(R) is similar to the
      approach described in Statement 123. However, Statement 123(R) requires all
      share-based payments to employees, including grants of employee stock options,
      to be recognized in the income statement based on their fair values. Pro forma
      disclosure is no longer an alternative. The Statement is effective for fiscal
      years beginning after June 15, 2005.





Statement
      123(R) permits public companies to adopt its requirements using one of two
      methods:


A.
            "Modified
                prospective" method in which compensation cost is recognized beginning
                with the effective date (a) based on the requirements of Statement
                123(R)
                for all share-based payments granted after the effective date and
                (b)
                based on the requirements of Statement 123 for all awards granted
                to
                employees prior to the effective date of Statement 123(R) that remain
                unvested on the effective date.





B.
            "Modified
                retrospective" method which includes the requirements of the modified
                prospective method described above, but also permits entities to
                restate,
                based on the amounts previously recognized under Statement 123 for
                purposes of pro forma disclosures, either (a) all prior periods presented
                or (b) prior interim periods of the year of
                adoption.





The
      Company has adopted Statement 123(R) on July 1, 2005 using the modified
      prospective method. The impact of this Statement was immaterial to our Condensed
      Consolidated financial statements.





In
      June
      2005, the FASB published Statement of Financial Accounting Standards No. 154,
      “Accounting Changes and Error Corrections” (“SFAS 154”). SFAS 154 establishes
      new standards on accounting for changes in accounting principles. Pursuant
      to
      the new rules, all such changes must be accounted for by retrospective
      application to the financial statements of prior periods unless it is
      impracticable to do so. SFAS 154 completely replaces Accounting Principles
      Bulletin No. 20 and SFAS 3, though it carries forward the guidance in those
      pronouncements with respect to accounting for changes in estimates, changes
      in
      the reporting entity, and the correction of errors. The requirements in SFAS
      154
      are effective for accounting changes made in fiscal years beginning after
      December 15, 2005. The Company will apply these requirements to any accounting
      changes after the implementation date. The application of this pronouncement
      is
      not expected to have an impact on the Company’s consolidated financial position,
      results of operations, or cash flows.


12








The
      Emerging Issues Task Force (“EITF”) reached a tentative conclusion on EITF No.
      05-1, “Accounting for the Conversion of an Instrument That Becomes Convertible
      upon the Issuer’s Exercise of a Call Option” (“EITF No. 05-1”) that no gain or
      loss should be recognized upon the conversion of an instrument that becomes
      convertible as a result of an issuer’s exercise of a call option pursuant to the
      original terms of the instrument. The consensus for EITF No. 05-1 has not been
      finalized. The adoption of this pronouncement is not expected to have an impact
      on our Consolidated financial position, results of operations, or cash
      flows.





In
      June
      2005, the FASB ratified EITF Issue No. 05-2, “The Meaning of ‘Conventional
      Convertible Debt Instrument’ in EITF Issue No. 00-19, ‘Accounting for Derivative
      Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
      Stock” (“EITF No. 05-2”), which addresses when a convertible debt instrument
      should be considered ‘conventional’ for the purpose of applying the guidance in
      EITF No. 00-19. EITF No. 05-2 also retained the exemption under EITF No. 00-19
      for conventional convertible debt instruments and indicated that convertible
      preferred stock having a mandatory redemption date may qualify for the exemption
      provided under EITF No. 00-19 for conventional convertible debt if the
      instrument’s economic characteristics are more similar to debt than equity. EITF
      No. 05-2 is effective for new instruments entered into and instruments modified
      in periods beginning after June 29, 2005. The Company has applied the
      requirements of EITF No. 05-2 since the required implementation date. The
      adoption of this pronouncement did not have an impact on the Company’s
      consolidated financial position, results of operations or cash
      flows.





EITF
      Issue No. 05-4 “The Effect of a Liquidated Damages Clause on a Freestanding
      Financial Instrument Subject to EITF Issue No. 00-19, ‘Accounting for Derivative
      Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own
      Stock” (“EITF No. 05-4”) addresses financial instruments, such as stock purchase
      warrants, which are accounted for under EITF 00-19 that may be issued at the
      same time and in contemplation of a registration rights agreement that includes
      a liquidated damages clause. The consensus of EITF No. 05-4 has not been
      finalized. In July 2005, the Company entered into a private placement agreement
      for convertible debentures, a registration rights agreement and warrants in
      connection with the private placement (see Note 11). Based on the interpretive
      guidance in EITF Issue No. 05-4, view C, since the registration rights agreement
      includes provisions for uncapped liquidated damages, the Company determined
      that
      the registration rights is a derivative liability. However due to various
      factors including substantial conversion of these debentures and the
      registration statement becoming effective in December 2005, the value of the
      registration rights was deemed to be de minimus and therefore no liability
      was
      recorded in the Condensed Consolidated financial statements.





**Note
      17 - Subsequent Events**





On
      April
      4, 2006, 22,000 shares were issued upon the exercise of warrants sold in the
      July 12, 2005 private placement, as amended on November 16, 2005, for an
      aggregate exercise price of $165,000.





On
      May 5,
      2006, 75,000 shares were issued upon the exercise of options for an aggregate
      exercise price of $534,750.


13


**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS.**





Statements
      in this Quarterly Report on Form 10-Q concerning the Company's outlook or future
      economic performance, anticipated profitability, gross billings, expenses or
      other financial items, and statements concerning assumptions made or exceptions
      to any future events, conditions, performance or other matters are "forward
      looking statements," as that term is defined under the Federal Securities Laws.
      Forward-looking statements are subject to risks, uncertainties, and other
      factors that would cause actual results to differ materially from those stated
      in such statements. Such risks, and uncertainties and factors include, but
      are
      not limited to: (i) changes in external competitive market factors or trends
      in
      the Company's results of operation; (ii) unanticipated working capital or other
      cash requirements and (iii) changes in the Company's business strategy or an
      inability to execute its competitive factors that may prevent the Company from
      competing successfully in the marketplace.





**OVERVIEW**





Able
      Energy Inc. ("Able") was incorporated in Delaware in 1997. Able Oil, a wholly
      owned subsidiary of Able, was established in 1989 and sells both residential
      and
      commercial heating oil and complete HVAC service to its heating oil customers.
      Able Energy NY, a wholly owned subsidiary of Able, sells residential and
      commercial heating oil, propane diesel fuel, and kerosene to customers around
      the Warrensburg, NY area. Able Melbourne, a wholly owned subsidiary of Able,
      was
      established in 1996 and sells various grades of diesel fuel around the Cape
      Canaveral, FL area. PriceEnergy.com, Inc., a majority owned subsidiary of Able,
      was established in 1999 and has developed an internet platform that has extended
      the Company's ability to sell and deliver liquid fuels and related energy
      products.





Management's
      Discussion and Analysis of Financial Condition and Results of Operation contains
      forward-looking statements, which are based upon current expectations and
      involve a number of risks and uncertainties. In order for us to utilize the
      "safe harbor" provisions of the Private Securities Litigation Reform Act of
      1995, investors are hereby cautioned that these statements may be affected
      by
      the important factors, among others, set forth below, and consequently, actual
      operations and results may differ materially from those expressed in these
      forward-looking statements. The important factors include:





§
            Commodity
                Supply


§
            Commodity
                Pricing


§
            Customers
                Converting to Natural Gas


§
            Alternative
                Energy Sources


§
            Winter
                Temperature Variations (Degree Days)


§
            Customers
                Moving Out of The Area


§
            Legislative
                Changes


§
            The
                Availability (Or Lack of) Acquisition Candidates


§
            The
                Success of Our Risk Management Activities


§
            The
                Effects of Competition


§
            Changes
                in Environmental Law


§
            General
                Economic, Market, or Business Conditions





We
      undertake no obligation to update or revise any such forward-looking statements.





**CRITICAL
      ACCOUNTING POLICIES**





We
      consider the following policies to be the most critical in understanding the
      judgments involved in preparing the condensed consolidated financial statements
      and the uncertainties that could impact our results of operations, financial
      condition and cash flows.





**REVENUE
      RECOGNITION**





Sales
      of
      fuel and heating equipment are recognized at the time of delivery to the
      customer, and sales of equipment are recognized at the time of installation.
      Revenue from repairs and maintenance service is recognized upon completion
      of
      the service. Payments received from customers for heating equipment service
      contracts are deferred and amortized into income over the term of the respective
      service contracts, on a straight-line basis, which generally do not exceed
      one
      year.





**RESULTS
      OF OPERATIONS**





The
      following table presents the percentage of total revenues for the periods
      indicated and changes from period to period of certain items included in our
      Condensed Consolidated Statements of Operations.


14




**For
                the Three Months**
              **Ended
                March 31,**
            
            **For
                  the Nine Months**
                **Ended
                  March 31,**
            
            **For
                the**
              **Three**
              **Months**
              **Ended**
              **March
                31,**
            
            **For
                the**
              **Nine**
              **Months**
              **Ended**
              **March
                31,****2006**
            
            **2005**
            
            **2006**
            
            **2005**
            
            **2006
                vs. 2005**
            
            **2006
                vs.
                2005**Net
                sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %
            
            11.0
            %
            
            21.3
            %Cost
                of sales
            
            
            90.7
            
            
            88.4
            
            
            91.2
            
            
            89.9
            
            
            13.8
            
            
            23.2Gross
                profit
            
            
            9.3
            
            
            11.6
            
            
            8.8
            
            
            10.1
            
            
            (10.6
            )
            
            5.0Selling
                general and administrative
            
            
            9.9
            
            
            7.7
            
            
            10.1
            
            
            8.6
            
            
            42.9
            
            
            42.8Depreciation
                and amortization
            
            
            1.2
            
            
            1.2
            
            
            1.6
            
            
            1.8
            
            
            12.0
            
            
            9.4(Loss)
                income from operations
            
            
            (1.8
            )
            
            2.7
            
            
            (2.9
            )
            
            (0.2
            )
            
            *
            
            
            *Interest
                and other income
            
            
            0.1
            
            
            0.3
            
            
            0.2
            
            
            0.3
            
            
            (58.4
            )
            
            (31.0
            )Interest
                expense
            
            
            (0.5
            )
            
            (0.4
            )
            
            (0.9
            )
            
            (0.5
            )
            
            43.6
            
            
            98.9Note
                conversion expense
            
            
            -
            
            
            -
            
            
            (0.2
            )
            
            -
            
            
            *
            
            
            *Amortization
                of discounts on debt
            
            
            (3.5
            )
            
            -
            
            
            (3.9
            )
            
            -
            
            
            *
            
            
            *(Loss)
                income before provision for income taxes
            
            
            (5.8
            )
            
            2.5
            
            
            (7.7
            )
            
            (0.4
            )
            
            *
            
            
            *Provision
                for income taxes
            
            
            -
            
            
            0.1
            
            
            -
            
            
            0.1
            
            
            *
            
            
            *Net
                (loss) income
            
            
            (5.8
            )%
            
            2.4
            %
            
            (7.7
            )%
            
            (0.5
            )%
            
            *
            
            
            *





*
      Not
      meaningful





**Three
      Months Ended March 31, 2006 Compared To Three Months Ended March 31,
      2005**





Revenue
      for the three months ended March 31, 2006 increased approximately $2.6 million
      or 11.0% over the three months ended March 31, 2005. This increase can be
      attributed primarily to the pass-through of fuel oil costs to customers.
      However, due to the unusual warm winter our total volume of number 2 heating
      oil
      was down by 16%.





Gross
      profit margin for the three months ended March 31, 2006 decreased to 9.3% from
      11.6% for the three months ended March 31, 2005. The decrease in gross profit
      margin was the result of the dramatically rising product costs during the
      period. Retail pricing was adjusted as necessary to cover most of the increases
      while continuing to maintain the Company's competitive position in the
      marketplace. Gross profit margin was also adversely affected by a strong
      increase in sales of our PriceEnergy subsidiary in our present market area
      as a
      result of PriceEnergy’s contractual relationship with BJ’s Wholesale Club, the
      amendment of which is being negotiated by the Company.





Selling,
      general and administrative expenses for the three months ended March 31, 2006
      increased by approximately $784,000 or 42.9% compared to the three months ended
      March 31, 2005. The Company attributes this increase primarily to an increase
      in
      professional fees of approximately $313,000 related to general corporate
      matters, including SEC filings and potential acquisitions, a non-cash charge
      of
      approximately $338,000 related to the recognition of stock compensation
      associated with the issuance of stock options, an increase in payroll costs
      related to the addition of key management positions of approximately $157,000,
      an increase in credit card processing fees of approximately $55,000 which
      relates partly to the increase in revenue and the shift of customer payment
      methods to more credit card based payment, and an increase of approximately
      $99,000 in the Company’s reserve related to uncollectable accounts receivable.
      These increases were partially offset by the reduction of approximately $110,000
      in costs associated with the 2003 explosion and fire at our Newton facility.





Depreciation
      and amortization expense for the three months ended March 31, 2006 increased
      by
      approximately $34,000 or 12.0% compared to the three months ended March 31,
      2005. This increase was primarily related to the amortization of deferred
      financing costs related to the conversion of debentures during the
      period.


15








Operating
      loss for the three months ended March 31, 2006 was approximately $479,000
      compared to operating income of approximately $631,000 for the three months
      ended March 31, 2005. The net increase in the operating loss for the current
      period was directly related to an increase in selling, general and
      administrative expenses and the decrease in gross margin dollars.





Other
      income (expense) increased to a net expense of approximately $1.0 million in
      the
      three months ended March 31, 2006 from approximately $36,000 in the three months
      ended March 31, 2005. The increase is primarily related to an increase in
      interest expense of approximately $42,000 related to debt financing and issuance
      of convertible debentures entered into during July 2005 and a non-cash charge
      of
      approximately $928,000 million related to the amortization of the beneficial
      value ascribed to conversion rights of the convertible debentures and value
      of
      warrants issued in connection with the convertible debentures.





Our
      effective tax rate for the three months ended March 31, 2006 and the three
      months ended March 31, 2005 is negligible. The difference in the Company's
      effective tax rate from the federal statutory rate is primarily due to a 100%
      valuation allowance provided for all net deferred tax assets.





Net
      loss
      for the three months ended March 31, 2006 was approximately $1.5 million
      compared to net income of approximately $569,000 for the three months ended
      March 31, 2005. The net change is directly related to an increase in selling,
      general and administrative expenses, the increase in interest, amortization
      of
      debt discounts and the loss in gross margin dollars.





**Nine
      Months Ended March 31, 2006 Compared To Nine Months Ended March 31,
      2005**





Revenue
      for the nine months ended March 31, 2006 increased approximately 10.9 million
      or
      21.3% over the nine months ended March 31, 2005. This increase can be attributed
      primarily to the pass-through of fuel oil costs to customers. However, due
      to
      the unusual warm winter our total volume of number 2 heating oil was down by
      16%.





Gross
      profit margin for the nine months ended March 31, 2006 decreased to 8.8% from
      10.1% for the nine months ended March 31, 2005. The decrease in gross profit
      margin was the result of the dramatically rising product costs during the
      period. Retail pricing was adjusted as necessary to cover most of the increases
      while continuing to maintain the Company's competitive position in the
      marketplace. Gross profit margin was also adversely affected by a strong
      increase in sales of our PriceEnergy subsidiary in our present market area.





Selling,
      general and administrative expenses for the nine months ended March 31, 2006
      increased by approximately $1.9 million or 42.8% compared to the nine months
      ended March 31, 2005. The Company attributes this increase primarily to an
      increase in professional fees of approximately $679,000 related to general
      corporate matters, including SEC filings and potential acquisitions, a non-cash
      charge of approximately $341,000 related to the recognition of deferred stock
      compensation associated with the issuance of stock options, an increase in
      payroll costs related to the addition of key management positions of
      approximately $469,000, an increase in credit card processing fees of
      approximately $217,000 which relates partly to the increase in revenue and
      the
      shift of customer payment methods to more credit card based payment, and an
      increase of approximately $208,000 in the Company’s reserve related to
      uncollectable accounts receivable. These increases were partially offset by
      the
      reduction of approximately $110,000 in costs associated with the 2003 explosion
      and fire at our Newton facility.








Depreciation
      and amortization expense for the nine months ended March 31, 2006 increased
      by
      approximately $84,000 or 9.4% compared to the nine months ended March 31, 2005.
      This increase was primarily related to the amortization of deferred financing
      costs related to the conversion of debentures during the period.





Operating
      loss for the nine months ended March 31, 2006 was approximately $1.8 million
      compared to approximately $115,000 for the nine months ended March 31, 2005.
      The
      net increase in the operating loss for the period was directly related to an
      increase in selling, general and administrative expenses partially offset by
      an
      overall improvement in gross margin dollars.





Other
      income (expense) increased to a net expense of approximately $3.0 million in
      the
      nine months ended March 31, 2006 from approximately $99,000 in the nine months
      ended March 31, 2005. The increase is primarily related to an increase in
      interest expense of approximately $261,000 related to debt financing and
      issuance of convertible debentures entered into during July 2005, a non-cash
      charge of approximately $2.4 million related to the amortization of the
      beneficial value ascribed to conversion rights of the convertible debentures
      and
      value of warrants issued in connection with the convertible debentures and
      a
      non-cash charge of $125,000 related to the note conversion.





Our
      effective tax rate for the nine months ended March 31, 2006 and the nine months
      ended March 31, 2005 is negligible. The difference in the Company's effective
      tax rate from the federal statutory rate is primarily due to a 100% valuation
      allowance provided for all deferred tax assets.


16








Net
      loss
      for the nine months ended March 31, 2006 was approximately $4.8 million compared
      to approximately $250,000 for the nine months ended March 31, 2005. The net
      change is directly related to an increase in selling, general and administrative
      expenses and the increase in interest and other expenses primarily related
      to
      the amortization of discounts on debt, partially offset by an overall
      improvement in gross margin dollars.





**LIQUIDITY
      AND CAPITAL RESOURCES**





We
      had
      working capital of approximately $2.3 million at March 31, 2006 compared to
      a
      working capital deficiency of approximately $400,000 at June 30, 2005. The
      working capital increase of approximately $2.7 million was primarily due to
      issuance of convertible debentures of $2.5 million, the issuance of common
      stock
      through the exercise of outstanding options and warrants of approximately $1.7
      million, and the conversion of note payable into equity of $0.5 million. This
      increase was partially offset by a net loss excluding amortization of discount
      on debentures of approximately $2.2 million.





In
      May
      2005, we entered into a $1,750,000 line of credit agreement with Entrepreneurs
      Growth Capital, LLC. The line is collateralized by accounts receivable and
      inventories. Outstanding balances under the loan bear interest at an annual
      rate
      equal to Citibank's prime rate plus 4%. As of March 31, 2006, approximately
      $1.1
      million was outstanding and approximately $364,000 was available under this
      credit line.





On
      July
      12, 2005, the Company consummated a financing with a group of lenders. Pursuant
      to the terms of the Securities Purchase Agreement, the Company sold variable
      rate convertible debentures in the amount of $2.5 million. The debentures shall
      be repaid within two years from the date of issuance with interest payable
      at a
      rate per annum equal to Libor, plus 4%, which on July 12, 2005 was 3.57% plus
      4%, or 7.57%. The interest is payable quarterly on the first of January, April,
      July, and October. The debentures may be converted at the option of the
      purchasers into shares of the Company's Common Stock at a conversion price
      of
      $6.50 per share. The amount of shares to be issued at such conversion will
      be
      384,618. In addition, the purchasers shall have the right to receive five-year
      warrants to purchase 192,308 shares of Common Stock at $7.15 per share. The
      market value of the Company's Common Stock on July 12, 2005 was $17.90 per
      share. The debenture conversion price of $6.50 is 36.31% of the market value.
      Closing expenses related to this transaction totaled $315,000, including a
      $250,000 broker fee and $65,000 in various legal expenses.





On
      July
      27, 2005, as amended and restated on May 11, 2006, the Company made a loan
      of
      $1,730,000 to All American Plazas, Inc. which currently owns approximately
      32%
      of the Company’s outstanding shares.. The funds were disbursed from the
      financing proceeds of $2.5 million described above. Under the note, the loan
      bears interest at the rate of Libor plus 4% per annum and is secured by certain
      real estate of All American and the 1,000,000 shares of Able Energy, Inc. Common
      Stock owned by All American Plazas, Inc.





During
      the nine months ended March 31, 2006, we incurred a net loss of approximately
      $4.8 million, used cash in operating activities of approximately $1.6 million
      and obtained cash of $2.5 million from the proceeds of convertible debentures
      and approximately $1.7 million in proceeds from option and warrant
      exercises.




In
      order
      to conserve its capital resources, we will continue to issue, from time to
      time,
      common stock and stock options to compensate employees and non-employees for
      service rendered.  In addition, we are focusing on expanding our
      distribution programs and new customer relationships to increase demand for
      our
      products.




Given
      our
      March 31, 2006 cash balance of approximately $1.6 million and forecasted cash
      requirements, we anticipate that our existing capital resources, funds generated
      from operations and funds expected to be received from note receivable payments
      from related parties will be sufficient to satisfy our cash requirements through
      at least March 31, 2007.  Should sales be less than forecasted or expenses
      higher than anticipated, we may need to seek alternative sources of funds
      through the issuance of debt or equity financing or other alternatives including
      considering reductions in operating expenses.





**MATERIAL
      COMMITMENTS**





The
      following schedule summarizes our contractual obligations as of March 31, 2006
      in the periods indicated.





**Payments
                Due by Period****Contractual**
              **Obligations**
            **Total**
            **Less
                than**
              **1
                year**
            **1-3
                years**
            **3-5
                years**
            **More
                than**
              **5
                years**Long-Term
                Debt
            $
            4,387,000
            
            $
            1,191,000
            
            $
            165,000
            
            $
            154,000
            
            $
            2,877,000Capital
                Lease Obligations
            
            1,146,000
            
            
            386,000
            
            
            600,000
            
            
            160,000
            
            
            -Operating
                Leases
            
            686,000
            
            
            261,000
            
            
            401,000
            
            
            23,000
            
            
            1,000Unconditional
                Purchase Obligations
            
            751,000
            
            
            751,000
            
            
            -
            
            
            -
            
            
            -Other
                Long-Term Obligations
            
            528,000
            
            
            457,000
            
            
            71,000
            
            
            -
            
            
            -Total
                Contractual Cash Obligations
            $
            7,498,000
            
            $
            3,046,000
            
            $
            1,237,000
            
            $
            337,000
            
            $
            2,878,000





17


As
      of
      March 31, 2006, there are no other off balance sheet arrangements.





**SEASONALITY**





The
      Company's business is directly related to the heating needs of its customers.
      Accordingly, the weather can have a material effect on the Company's sales
      in
      any particular year. Generally, however, the temperatures in the past thirty
      years have been relatively stable, and as a result, have not had a significant
      impact on the Company's performance, except on a short-term basis. In the years
      1997 and 2001, "El Nino" caused two of the warmest winters on record, which
      impacted home heating oil sales during the 1997-1998 and 2001-2002 winter
      seasons. The winter of 2005-2006 recorded temperatures for the season which
      were
      warmer than normal for New Jersey, the Company's primary delivery
      area.





Approximately
      65% of the Company's revenues are earned and received from October through
      March, and the overwhelming majority of such revenues are derived from the
      sale
      of home heating oil. During the spring and summer months, revenues from the
      sale
      of diesel and gasoline fuels increase due to the increased use of automobiles
      and construction apparatus.





Each
      of
      the Company's divisions is seasonal. From May through September, Able Oil
      experiences considerable reduction of retail heating oil sales.





Able
      Energy NY's propane operation can experience up to 80% decrease in heating
      related propane sales during the months of April to September, which is offset
      somewhat by an increase of pool heating and cooking fuel.





Over
      90%
      of Able Melbourne's revenues are derived from the sale of diesel fuel for
      construction vehicles, and commercial and recreational sea-going vessels during
      Florida's fishing season, which begins in April and ends in November. Only
      a
      small percentage of Able Melbourne's revenues are derived from the sale of
      home
      heating fuel. Most of these sales occur from December through March, Florida's
      cooler months.





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





The
      Company does not issue or invest in financial instruments or derivatives for
      trading or speculative purposes. All of the operations of the Company are
      conducted in the United States, and, as such, are not subject to material
      foreign currency exchange rate risk. At March 31, 2006, the Company had
      approximately $4.4 million of outstanding long-term debt and convertible
      debentures. Although the Company's assets included approximately $1.6 million
      in
      cash and cash equivalents, the market rate risk associated with changing
      interest rates in the United States is not material.





**ITEM
      4. CONTROLS AND PROCEDURES**





An
      evaluation was performed under the supervision and with the participation of
      the
      Company's management, including the chief executive officer ("CEO") and chief
      financial officer ("CFO"), of the effectiveness of the design and operation
      of
      the Company's disclosure controls and procedures. Based on that evaluation,
      the
      Company's management, including the CEO and CFO, concluded that the Company's
      disclosure controls and procedures were effective as of March 31,
      2006.





There
      were no significant changes in the Company's internal control over financial
      reporting in the quarter ended March 31, 2006 that have materially affected,
      or
      are reasonably likely to materially affect, the Company's internal control
      over
      financial reporting.





18


**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





The
      Company is not currently involved in any legal proceeding that is likely to
      have
      a material adverse effect on the results of operations or the financial
      condition of the Company. From time to time, the Company may become a party
      to
      litigation incidental to its business. There can be no assurance that any legal
      proceedings will not have a material adverse affect on the Company.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





(a)
      On
      July 12, 2005, the Company consummated a financing with certain purchasers
      identified in the Securities Purchase Agreement dated as of July 12, 2005
      (collectively the "Purchasers"), in a transaction permitted under section 4(2)
      of the Securities Act of 1933, in the amount of $2.5 million.





Pursuant
      to the terms of the Securities Purchase Agreement dated as of July 12, 2005
      (the
      "Agreement") among Able Energy, Inc., and the Purchasers, the Purchasers
      purchased Debentures in the aggregate amount of $2.5 million evidenced by a
      Variable Rate Convertible Debenture also dated July 12, 2005 (the "Debenture").
      The Debentures shall be repaid within two years from the date of issuance,
      subject to the occurrence of an event of default, with interest payable at
      the
      rate per annum equal to LIBOR for the applicable interest period, plus 4%
      payable on a quarterly basis on April 1st, July 1st, October 1st and January
      1st, beginning on the first such date after the date of issuance of the
      Debentures.





The
      Debentures may be converted at the option of the Purchasers into shares of
      our
      common stock at a conversion price of $6.50 per share. In addition, the
      Purchasers shall have the right to receive five (5) year warrants to purchase
      192,308 of common stock at an exercise price of $7.15 per share. Pursuant to
      the
      Agreement, we shall also have an optional redemption right (which right shall
      be
      mandatory upon the occurrence of an event of default) to repurchase all of
      the
      Debentures for 125% of the face amount of the Debentures plus all accrued and
      outstanding interest and expenses, as well as a right to repurchase all of
      the
      Debentures in the event of the consummation of a new financing in which we
      sell
      securities at a purchase price that is below the Conversion Price.





During
      the three and nine months ended March 31, 2006 debentures totaling $1,190,000
      and $2,367,500 in principal amount, respectively, plus accrued interest totaling
      $3,648 and
      $49,563, respectively, were converted into 183,638 and 371,856 shares of the
      Company’s common stock, respectively.





(b)
      Non-applicable





(c)
      None





**ITEM
      3 DEFAULTS UPON SENIOR SECURITIES**





None





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None




**ITEM
      5. OTHER INFORMATION**





None





**ITEM
      6. EXHIBITS**




31.1
              Certification
                  of Chief Executive Officer of Periodic Report pursuant to Rule
                  13a-14(a)
                  and Rule 15d-14(a).
 
 31.2
              Certification
                  of Chief Financial Officer of Periodic Report pursuant to Rule
                  13a-14(a)
                  and Rule 15d-14(a).
 
 32.1
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to 18
                  U.S.C. Section 1350.




19


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.





**Able
      Energy, Inc.**






*By:/s/ Gregory D. Frost*
              *Gregory D. Frost*
              *Chief Executive Officer, Chairman and*
              *General Counsel*
              
              
              *By:/s/ Steven M. Vella*
              *Steven M. Vella*
              *Chief Financial Officer*


*May15,
        2006*
  20